Rather than getting cash or restricted stock, the company's advisor will now receive Class B operating partnership units, which constitute profits interest and will be forfeited unless a performance mark is hit. This change will be effective for the fourth quarter of 2012.
The Class B units would be issued on a quarterly basis, subject to approval by the board. The units will only vest to the extent that 100% of shareholder capital is returned plus payment to investors of an annual 6% cumulative, pre-tax, non-compounded return on the capital contributed by investors.
“We believe that making advisor compensation for asset management services subject to a performance hurdle and shareholder return aligns our interest with those of our shareholders,” Jeff Edison, Co-Chairman and Chief Executive Officer, says in a press release. “We believe it is critical that, during the company's life as a non-traded REIT, it utilize available cash to acquire assets, pay distributions and for general working capital purposes rather than to pay out asset management fees to the advisor.”
Phillips Edison-ARC Shopping Center REIT Inc. is a public non-traded REIT that is co-sponsored by Phillips Edison & Co. and AR Capital LLC.